Last ultimatum
by Find inspiration
Summary: After the Mu-Team's betrayal and the destruction of his base Lee is off in search of a new ally to help him achieve his final revenge against the team. The team is then faced up with a difficult ultimatum and has to decide between saving the city and saving the life of their teammate. I OWN NOTHING!
1. Chapter 1

Hello! This is just an idea I've got and had to write down. Hope you like it!

**Plot: **After the Mu-Team's betrayal and the destruction of his base Lee is off in search of a new ally to help him achieve his final revenge against the team. The team is then faced up with a difficult ultimatum and has to decide between saving the city and saving the life of their teammate.

**Disclaimer**: I DO NOT OWN A.T.O.M.!

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**THE BREAK OUT**

**Location: Landmark city jail**

Night had already starting over Landmark but the city's jail was as noisy as usual despite it being almost lights out time. There was one cell though where time seemed to have stopped and the only noise you could hear was that of occasional pacing and bored yawning coming from the patrolling guards. It was supposed to be that way because this particular cell was holding captive one of the most dangerous criminals the city had ever seen- Alexander Paine.

The silence was broken yet again but this time from the sound of the main entrance opening. A guard from the new shift walked in and nodded to the guard that was already inside. This one nodded back and left the premises. Paine didn't even bother to look up to see the newcomer. _"Eight o'clock already?... Damn punctual pricks!"_ Paine thought to himself. After mounts of being locked up he had managed to guess what time it was by the changes in shifts.

"Mr. Alexander Paine, how long has it been?" a voice echoed through the closed space. Paine's head spring up fast. "What don't you recognize me anymore?" the guard said as he removed his hat and tore off a silicon mask from his face revealing his true identity. The surprise in Paine`s face softened into a unwelcoming frown.

"Why, isn't Mr. Lee! Or shall I say the new version of you. To what do I own this unexpected visit?"

"I wanted to have a talk you, that's all," Mr. Lee answered calmly.

"You came all the way here just to have a little talk? I knew you were waked ever since the day Sebastian told me you were working for the Serpent's Tale but I never thought you'd go so far," the caged man said smirking. Lee limited himself to listening while he took the rest of his disguise off and put his glasses back in place. "What alone aren't we? That happened to your mutant lackeys?" Paine added. This time it was Lee who looked surprised.

"How did you know about the Mu Team?!"

"News fly fast you know, even in here," Paine smirked. Lee took a deep breath.

"It seems you are familiar with my actions," Lee said then tensed up clenching his fists "Well if you must know, my Mu Team betrayed me!" Paine raised a brow. Calming down, Lee continued. "This is why I'm here. I am looking for a new ally to stop Manning and his team once and for all."

"Wait? You want me to join forces with you?" Paine asked confused.

"Yes." Lee said firmly. A vulgar laugh filled the air.

"BUAHAHAHA! You actually considered I'd ever team up with you? You must be even nuttier than I thought!" Paine said between laughs and stood up from his cell bench to stand closer to the green confinement glass. "What on Earth made you think I would work with you or with anyone else for the matter." Lee stared with amusement. It didn't look like Paine's little display had any effect on him. Adjusting his glasses, Lee said:

"Let's get one thing straight, Mr. Alexander, I'm not here to convince you to do anything. It's a take it or leave it situation. Only have in mind that if you aren't with me than you are against me!" Lee threatened.

"Ha, against you ei…Don't make an even bigger fool of yourself Lee. You know you can't do anything against me," Paine puffed out fogging the glass before him.

"Well I could leave you here to rot like the animal you are for instance…" the scientist said with his finger playfully circling the red lever which opened the cell door "….or I can free you and you can help me achieve my goals." This statement was enough to wipe the smirk off Paine's face.

"I'd rather rot…" Paine said short and turned away.

"Very well," Lee shrugged and started making his way over to the door, "just better tell that daughter of yours to go out of town in case someone decides to… you know, blow it up…" This made Paine jerk around brusquely.

"What do you mean by… blow it up?"

Lee smirked before turning back to face the other man. "I have come to the last straw Mr. Alexander. I cannot allow Axel to mess with my planes anymore so I am prepared to go to any extremes it might take," Lee said emphasizing on the last part. "But oh well, if you're not interested I guess you can just parish with the rest of them."

"Wait!"

"Yes…?"

"I might be willing to team up with you to get back at Manning," Paine said finally "but that's all! Once the job is done we go back to being enemies. Understood!"

"I can work with that. We have a deal," Lee smiled then pulled the lever. The confident glass slid down slowly triggering the alarm. "Let's go we don't have any time to loose, the guards will be here at any moment."

Paine stepped out of the cage proudly. Now that he was freed he didn't have any intention of doing what Lee wanted and decided to spot the right moment to use his special touch but before he could even get close to Lee, the other man turned into his hard light armor.

"Oh and I hope you don't try anything funny cause I am not as defenseless as you think," Lee said before busting the jail wall.

**Next day at the Aquatic Center**

It was a typical morning for the team, well almost. Axel was the first one up and was now having breakfast in the kitchen, enjoying the quiet. Soon, he was joined by a sleepy Lioness who yawned her way over to the cupboard mumbling out something in the lines of good morning.

"Here, kitty! Here kitty, kitty!" King's voice echoed in the background. Axel and Lioness exchanges a look.

"Hey, King, what's going on so early?" the girl dared asking.

"Am, well I kind of lost my cat. He was there when I went to bed but now I can't seem to find him anywhere," King said with worried face.

"Just keep looking, he'll show up sooner or later," Alex suggested returning his attention to him bowl of cereal.

And that was exactly what King did. First stop was Shark's room. The surfer was sleeping soundly until the team's animal lover barged in unceremoniously holding an open can of sardines.

"Here kitty, kitty! I've brought some lovely sardines for you!"

"W…what?!" Shark sit up startled, "Oh King it's only you… Dude what gives I was having my best dream surfing ever!"

"I'm looking for my cat. Here kitty, kitty," King answered but made no effort in abandoning the search. Instead he started rustling things around to which the surfer responded by dragging his covers over his head in attempt to minimize the noise, light and his general annoyance. Suddenly, to the blonde's surprise his covers were taken away and he realized that King was searching his bed with him still in it. That's where he drew the line.

"Get out!" Shark shouted and threw his pillow at the intruder.

Stop number two was Hawk's room. Like previously, King entered before hearing an answer to his question.

"Hey, Hawk I'm looking for my cat, mind if I look around," the big guy said examining the floor of the pilot's room. Seconds later he got a sight of Hawk who was currently in front of the mirror, his face mostly covered in come green goo and a pink bandana has wrapped around his head. After a moment of awkward silence King bursted into laughter. "Hahaha, sorry, H-man, didn't know you were so green in the morning."

"Get out!" the red head yelled angrily pointing at the door. King didn't hesitate and made a swift escape before some non-known object hit the door on the other side. Yet again, no luck what so ever.

Half an hour later, King sat exhausted on the living room couch having found nothing. Lioness patted him on the shoulder on her way to her room.

Once there she started looking for something to change out of her pajamas when something got her attention. Opening her drawer she heard a strange sound. Moving some things around she finally discovered who was making all the noise. Snug in her fluffy green scarf was King's beloved cat, happily meowing back at Lioness. She smiled and grabbed the feline in her arms to which the feline didn't give any objections.

"Hey, King! I found your little friend!" she said taking the cat to its owner. King's eyes immediately lid up at the site of his cat purring in Lioness embrace.

"Thank you so much!" the big guy said grabbing the cat and rubbing it against his check, "Where did you find him?"

"He was just hiding in my closet." The three were joined by a not so happy Shark and Hawk. Both growled at King before heading to the kitchen area.

"Ah poor thing, it must have been scared of something. Animals are best at sensing danger you know," King said scratching the furry head of his pet.

At that moment Axel's alpha com rang.

"Hey, Garret! What's happening?" the team leader said while sliding a cup of coffee over the counter to Shark.

"I've got terrible news! Paine was been busted out of jail last night!" At the sound of that everyone dropped what they were doing.

"But how! Why didn't you tell us sooner?" Axel shouted over the line.

"I would if I could. It seemed like there was a glitch in the security system, but that's not what's bad."

"Then what is it?" Lioness stepped in waking over to Axel.

"The one who helped Paine escape was Lee himself!"

"What?!" all of them exclaimed at once with Shark slitting out his first sip of coffee.

"They are worst enough on their own, let alone together!" Hawk spoke up angered.

"I don't like this, Paine is not exactly a team player so that makes me think what is it that made him go with Lee," Axel resting his chin in his palm.

"Well the sooner we find them, the sooner we'll find out!" Lioness suggested.

"That's right! We can't waste any time! Garret, could you run a search on things that might be targeted by Lee?" Axel asked.

"No problem! I'll call as soon as I know something more," the boy nodded and ended the connection.

"Perfect, in the mean-time we'll comb the city for anything suspicious. Team gear it up!" Axel ordered and everyone sprang into action.

In minutes time the Aquatic Center was deserted the only exception being the furry feline who yawned and curled into a ball on living-room sofa.

To be continued….

…

Well, that's the end of the first chapter. Thank you for reading! Feel free to let me know what you think of it. ANY opinion is welcome.


	2. Chapter 2

Hello! Thank you so much for the reviews! And to answer the questions, yes there will be Axel and Lioness pairing, well not that strong… I think. Anyway, just wanted to say sorry in advanced if there are any mistakes in this chapter as well as the previous seeing English isn't my native language. No more

stalling, here you go!

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**OLD ENCOUNTERS **

**Location: A run down bar downtown Landmark **

D-Zel and Spydah were about to finish their hundredth game of poker. D-Zel's face was all clenched up as he was about to lose yet again. No matter what he did there was just no way to win against the arachnid! The two were joined by Magness who walked in a lazy fashion while rocking drink in her hand. The girl would have loved to be in a fancier place right now, anywhere would be better than this dump, but seeing she had been causing too much trouble in town lately she was forced to lay as low as possible. Not that it got any lower than this, she thought. Moving closer she noticed one of Spydah's mechanic arms hovering behind her boyfriend's back with a mirror clenched between its forceps. The girl rowed her eyes and sat in D-Zel's lap. Using a small amount of her power she made the mechanic arm jerk and drop the mirror to the ground. Spydah laugh innocently.

"Sorry, just couldn't resist…" he said scratching the back of his head. The biker finally dug his face out from his cards.

"What? What happened?" At this Spydah face palmed and Magness rowed her eyes yet again.

"You are lucky you're cute," she said back at her boyfriend who was still as confused as ever.

"Anyway…." Spydah interrupted, "What do you have?" The biker smirked and threw the cards on the table.

"Hehe, I've got me a flush! What have you got?"

"Loose again! Read'em and weep, biker boy, a full house!"

"The house is about to get even fuller!" someone yelled from the entrance. The trio stood up almost immediately. Magness couldn't believe her eyes.

"Dad! Is that you?" the girl asked unsure.

"Paine?!" Spydah exclaimed jumping backwards from surprise and fear at the same time.

"The one and only!"

"Daddy!" Magness ran and threw herself in her dad's arms. It was odd to see the girl so emotional, even odder was that Paine seemed to be as well. "Dad what are you doing here? How did you bust out?"

"I seem to have made a new friend," Paine answered pointing at the figure still standing at the door.

"Lee?!" Spydah exclaimed yet again but in a higher pitch. "You work with this guy?!"

"We all are working with him. For now that is," Paine said giving Lee a quick look. The other remained indifferent.

"Hey, hey I haven't agreed to anything yet!" the arachnid frowned but a growl from Paine made him change opinions almost immediately. "He, he, just kidding boss."

"We better get going, "Lee said finally and walked out. Paine followed. Magness hesitated a moment but her father was quick to reassure her.

Once outside, Lee led them to a big cargo truck with Li industries logo on which was parked close by.

"Obvious much…" Magness couldn't help but mock.

"Not really. See?" Mr. Lee pointed at the nearby high-road. There were at least three identical trucks in circulation.

"Oh…" the girl let out defeated. Mr. Lee smirked.

Despite that, there was something else odd about the truck. For some reason it looked crocket on one side, like there was something heavy in it. Soon enough it came clear why. A familiar face popped out from the back.

"How long do I have to stay guarding? It's getting stuffy in here!"

"Flesh!" Spydah was the first to shout out.

"You! Why you little!" Flesh jumped out of the truck and swung his weight at the arachnid who used his mechanic arms as a boost himself to avoid getting hit.

"Hey, hey, hey! Watch the temper muscle brains."

"You! How dare you leave me in prison while you busted free!"

"Sorry, you just didn't _fit_ in the plans." Spydah shuggled. "Ha, get it, _fit in_." Neither Pain nor Lee were impressed. "You guys just don't have a sense of humor."

"Knock it off and get in the damn truck!" Paine growled and pointed his fist at his multi- legged subordinate who shriveled up and obeyed.

"I'm going my own way!" D-Zel said getting in his bike mode, but was stopped by Lee. "Hey, what gives old man?!"

"No! We can't afford to attract attention yet. Get in the back with the others." The biker was about to protest but Magness stepped in and made him cooperate. Finally, Lee and Paine got into the driver and co-driver seat.

"So, now what?" Paine asked.

"For now, we lay low. The shipment is tomorrow morning," Lee answered and drove off into the traffic.

**Location: The aquatic center**

The five team members walked into the living room tired and grumpy. It had been an exhausting all-day search of the city, but despite their best efforts they found no trace of Lee or Pain.

"Man I am wiped," King was the first to complain dropping his weight on the couch. The rest agreed and followed the gesture. Only Axel remained standing, pacing around the room.

"Guess there's nothing else to do but wait for Lee to show up on his own," Shark said stretching his arms over his head.

"Wait?!" Axel stopped in his tracks. "We can't just wait! Lee has something big up his sleeve. We need to keep looking!"

"But that's what we've been doing all day- ground, air, water and nothing!" Hawk objected.

"That's all the more reason, it's all too quiet!" Axel went back to pacing.

"Ax-man, would you please loosen up, you're beginning to go paranoid!" King said with concern.

"He's right!" Lioness stepped in, "And in any case scenario, at least we don't have to deal with the Mu team."

"Yea, but still…"

"I don't know about you but I'm going to bed," the surfer stood up. "Thanks to King's wake-up call I couldn't get my sleep today!"

"What? 12 hours aren't enough for you?" the big guy joked and the others giggled. The blond scratched the back of his head innocently.

"Fine, but we'll be getting up early tomorrow to finish off where we started," Axel ordered, "How about 6ish?"

"Oh, man…" Shark whined. Everyone laughed.

**Later that night: Landmark City mall **

Lioness walked out from a department store holding a small leather-covered box. She held it close to her chest and smiled. Walking a few steps away she stopped and opened it gently. It contained a military-type necklace which had something written on one side and a symbol on the other. The girl took it out using the same gentle touch and stared at it closely. Suddenly she felt a hand on her shoulder. Out of shock she dropped the precious object and jumped forward.

"Calm down, calm down! It's only me!"

"Oh, Hawk, it's you," Lioness said relieved relaxing from her guard position. "What are you doing here so late?"

"I had some stuff to take care of. What are _you_ doing here?" the red head asked on his own when he took a sight of the jewelry on the floor. "Oh, I see." Lioness finally got back to her senses and realized her fall. "Ah, girls and jewelry!" the pilot made a philosophical statement. Lioness growled at the thought of being put under the same category of some common girly girl and quickly snatched the necklace from Hawk.

"What do you know!" she barked and placed the object back into the safety of its box.

"Fine, but isn't that a little too manly for you, just saying."

"Am, well…" the girl mumbled out. "It's not for me, ok!"

"Then who is it for?" Hawk couldn't resist asking.

"….No one…"

"Sure doesn't sound like no one…"

"Shut up! It's non of your damn business! And besides, I'm not even sure he's gonna like it…"

"So, it's a he. Does Lioness have a little boyfriend?" Hawk asked teasingly.

"HEY! Axel is not my boyfriend!" the girl shouted not realizing the slip of the tongue. And then it hit her. "Oh, god…"

"Hahahah!" The pilot couldn't control his laugher as he saw Lionesses face turn three shades of red.

"Well, I was planning to give it to him on his birthday, so until then you'd better not say a thing!" she said waving her fist only mere inches away from Hawk's nose. The other recoiled in fear of his most precious part of the body getting rearranged, and frankly, knowing the girl's temper made the treat all too real.

"Fine, fine, your little secret is safe with me." Lioness breathed relieved. "But…, you're going to have cover for me tomorrow. I've got this really big audition but seeing Axel's so edgy with the whole Pain thing he completely cut me off. I mean I seriously am not giving that guy a single autograph when I get famous!"

"Right…. Anyway, you've got yourself a deal!" The two shook hands and headed home.

**Next morning: **

As accorded the previous night, the team got up and ready early with no protest. Only Shark did not have the time to do something about his bed hair, but it was nothing his helmet couldn't fix, he thought. After doing the first few individual rounds, King left off to talk to Garret while the others gathered up at the mall for a quick break.

"Found anything?" Axel asked.

"Nah, zilch," Shark replied first and the rest shook their heads as well.

"Well, ok we still have some places to checkout. Garret sent me a list of places Lee might be interested in visiting. Let's see, we have the brand new bio-lab opening today and an abandoned fuel factory. Any takers?"

"AH, me and Hawk are going to take the factory!" Lioness shouted out of nowhere and she and Hawk ran out. Shark and Axel exchanged a look.

"I thought you were never going to make up an excuse!" Hawk complained while getting on his bike.

"Well, you didn't have to kick me so many times you know," the girl complained on her side. "Just don't be too late!"

"Got it!" the red head nodded and both drove off in different directions.

**Close to an hour later**

Axel and Shark were standing in front of the white building where the town's brand new state-of-the-art bio lab had opened. Shark was lazily moving a can around and by accident kicked it to a man in a white coat standing nearby. The man frowned and the surfer apologized.

"Ah, how long do we have to stay here dude, this place is duller than one of King's jokes," the blond said leaning against his car.

"You're right, I'll call Lioness see how they're doing," Axel said while taping on his alpha con. "Hey, Lioness, there's nothing on our side. How are you and Hawk doing?" Lioness stared at her empty side and faked a smile.

"Everything's calm here. Wait I've got Garret on hold. Hey Garret!"

"Hey, Lioness. I've just got information on a shipment of carismiam down at the docks not far from your location. I don't know much about this material, but it's worth taking a quick eye."

"Ok, I… ur… we're on it!" Lioness ended the connection and took off. By the time she got in a view range of the delivery ship it was obvious something was up. If not, the eight-legged arachnid and the big guy moving boxes around were a dead giveaway.

"You guys might wanna get here," she said to her alpha con. "Lee's down at the docs. Looks like Pain wasn't the only one on Lee's recruit list. I'm going in for a closer look."

"Wait Lioness! Wait for us to get there!" Axel ordered but the girl wasn't listening anymore. He and Shark exchanged a nod and fired up their engines. On the way Axel dilled King. "King, where're you at?"

"Just left it off with Garret a moment ago. Why?"

"Lioness spotted Lee and Pain down at the docks. Meet us there as soon as possible!"

"On my way," King ended the connection and drove off the freeway to avoid traffic. Axel could feel his heart rate rise. He had a bad feeling about this.

Meanwhile, the team's pilot was in a dressing room completely unaware of the whole situation.

To be continued…

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That's the end of that. Thanks for reading. I really hope you like it so far and feel free to tell me what you think of it!


	3. Chapter 3

Hello! Happy 2013! I hope you all had a great holiday! And thank you so much for your comments!

….

**THE COMET**

**Location: Landmark city docks**

The Li industries truck was parked close to a big delivery ship and next to it was an oversized chopper curtsy of Paine's connections in town. Lee supervised the transfer closely. Paine walked to him.

"So, what so important about this material, I've never heard about it," Paine asked examining the metal containers being carried around. "Not to mention you still haven't told me what your plan really is."

"All in good times. Once we get all of the carismiam you'll see the genius off it all," Lee answered calmly, not taking his eyes off the Spydah and the others. Paine puffed. He was ever starting to think if this alleged plan really existed, but for now he had no choice but to wait. Magness, on the other hand, was minding her own business thinking how bored she was when she caught a glimpse of Lionesses bike approaching.

"He, he, lookie here, we've got some company." Everything stopped. Magness chuckled. "I think I'm gonna go say hello to this ally cat," she said lighting up. Lee ran over and stopped her.

"No! This material can't be exposed to magnetism now. You go stop her!" he yelled to D-Zel, "You two, keep stocking the truck! If Lioness is here the others are bound to follow, so we need to get a move on!" Flesh and Spydah stared confused then gave Paine a look.

"Just do as he says!" Paine yelled and everything stared moving again. Lee frowned, but as long the work was got done, that was all he was interested in.

D-Zel chuckled and charged against Lioness full force. The girl saw the half man half motor approach but did not back up. "Let's see what you've got!"

In spite of Lee's indications Magness used her magnetic powers to divert the trajectory of Lionesses bike. It spun out of control and headed for a collision course with the ship. Lionesses best efforts to regain control were in vain and she had no other choice but to bail out before the impact. Unfortunately for her, she took the decision too late and the explosion from the vehicle left her unconscious on the ground. D-Zel stopped and frowned seeing he had his opportunity was taken. Soon enough Axel, Shark and King were in view and the biker saw another chance to shine so he charged yet again but this time at Axel.

"Looks like we already have a welcoming comity!" King said but Axel had no time to waste. All he wanted was to find Lioness so he jumped off his bike and let it crash with D-Zel head on. Seeing the pathetic defeat, Paine face palmed.

"That incompetent fool!" Mangess wasn't very happy to see her boyfriend trashed but before she could do anything about it Lee stopped her again.

"You stay here! We need to continue loading!" then turned to Spydah and Flesh. "Here you can have this. It's a hard light suite," Lee said and tossed some sort of a belt to Flesh "it's not a perfect version, but it will do. Now go keep them busy!"

"O..ok" Flesh took the belt and placed it on himself. "Now what do I do?" Spydah stepped in and inspected the devise.

"You are supposed to turn it on you lump." By pressing the button on the side of the belt, the arachnid triggered a chain reaction of green light which covered Flesh from head to toe making him three times larger.

"Cool" the big guy said lifting his weight with only two fingers. Spydah too was dumb struck by the invention.

"Fascinating!"

"Admire it later will ya, now get going," Paine growled at his subordinate and kicked him off the railing of the ship.

Axel finally saw Lioness lying on the ground and his worse fears were confirmed. Before he could get to her though, Flesh jumped in between making a dent on landing.

"Just when you thought he couldn't get any uglier," Shark was the first to make an observation.

"Shark, King! Get to Lioness! Fast!" Axel yelled.

"On it!" The two sprang into action but Flesh had no intentions of letting them off so easily. He threw his weight at Shark, but the blond managed to dunk just in time. King on the other hand charged directly for Fleshes leg and tried to get him off balance but with no affect what so ever. Shark used the distraction to slide underneath Flesh in hopes of reaching Lioness but failed as he got caught by Spydah and was now hanging upside down, inched away from the arachnid's face.

"Hey there, where do you think you're going?"

Meanwhile, Flesh had got a hold of King and slammed him hard onto the pavement then he continued by throwing him off in the ocean.

"Man that gotta hurt!" The arachnid commented kind of forgetting what he was going which gave Axel just enough time to kick him away from his teammate.

"Shark! Go help King!" Once the blond got back to his feet, he nodded and jumped into the water. This left Axel alone against both Flesh and a now very pissed off Spydah and as bad luck would have it, the two attacked at the same time. The boy managed to avoid the first few swings at him but inevitably was blown away by one of Flesh's punches. Axel hissed at the pain but got up and charged again. Using his Jo-Lain he kicked the arachnid and send him flying against Flesh. This worked to his advantage as the force from the impact disabled the hard light suite returning Flash to his, well 'normal' self.

"Oh, oh…" was the only thing out of the big guy's mouth before he got Axel's full force. Lee watched as Axel delivered the last blow to Flesh with his Jo-Lain and hissed.

"Give it up now Lee!" Axel shouted.

"No, we can't let Axel stop us now it would ruin everything!" Lee let out angrily.

"Leave it to me," Paine said smirking then walked over to Lioness who was still unconscious and lifted her up on his shoulder.

"Let her go!" Axel demanded and charged at the man but only got as close as to land directly in Paine's grip. A familiar green glow came out of Paine's palm resulting in a wave of excruciating pain running through Axel's head and body. Paine smiled. It had been so long since he could do this, his fingers tingled with joy. Finally he released the boy and stepped back.

"If you don't want anything happening to your little friend I suggest you don't follow us!"

"Paine!" Axel struggled to get up and despite being in perfect attack range, he made no moves, he knew better. Paine smirked. He quite enjoyed seeing desperation in people's faces, especially in the one of his young nemesis. Lee used the moment to start the chopper. At this time, the leader was joined by Shark who had finally managed to fish King out of the water. Paine stepped into the chopper and smirked before slamming the door shut taking Lioness with him. Flesh and Spydah wobbled their way to the truck, with the arachnid dragging an unconscious D-Zel. Magness then stuck her head out of the driver seat and gave Axel a wink before driving off leaving the three behind.

**A couple of hours later in the Aquatic Center**

The group was gathered in the living room. King was typing away on his laptop desperately trying to pinpoint Lionesses location.

"Any luck?" Shark asked approaching the big guy.

"No, there is no signal from her alpha com what so ever."

"Well keep trying." Axel was pacing around like crazy. His feet seemed to have a mind of their own and they hadn't let him rest for hours on end. At that moment Hawk came into the room without a care in the world.

"Hey guys, what's up!"

"What's up?! Where the hell have you been?!" King growled angrily. Not waiting for a response Axel exploded.

"How could you leave Lioness all alone to face Paine and his lackeys?!" The red head stared confused.

"Woo, what? Did anything happen?"

"Lioness got kidnaped by Paine! That's what happened!" the leader yelled in his teammate's face. The pilot froze. "King tracked you down and you were nowhere near! YOU.?!" The feeling of guilt that ran through Hawk's mind wiped away the possibility of thinking of an excuse so he decided to confess.

"I…well… I was at an audition, Lioness was covering up for me." Hawk lowered his head in shame.

"Dude not cool!" Shark stood up angrily.

"Guys I am so sorry, I…" Axel grabbed the pilot by collar.

"There is not an apology worthy of fixing what you've done! You better pray she's ok or else I don't know what I'd do!" Axel's grip was so tight it was starting to choke the other.

"Look I know I messed up this time and I am sorry, but it's not all my fault it happened. Paine is the problem!" Hawk growled and pushed Axel away.

"May be so but you weren't there to prevent it in any way!" King spoke up this time. The pilot remained silent, he didn't have a way to defend himself nor did he want to. What Axel said next, though, came as a surprise.

"We can't trust you to be a part of the team anymore."

"What?" King and Shark exclaimed alongside Hawk.

"Wow, Ax-man, don't you think you're being a little too extreme here?" King said approaching Axel.

"Yeah dude, I mean Hawk screwed up but he says he's sorry, right…?" Hawk cracked a weak smile seeing his friend defending him but Axel wasn't about back down.

"No! It's not only now! You are too full of yourselves all the time! I don't know if I could forgive it this time." An uncomfortable silence followed.

"Fine, I know where I'm not wanted. I'm out of here!" Hawk yelled and stormed out of the room. Moments later the sound of scratching tires was heard. Axel growled and knocked over the round table with a kick. King barely stopped the incoming object before it hit the glass preventing it from shattering and flooding the entire place.

"You know Ax-man, we are all worried about Lioness, lashing out at each other is not going to help get her back you know."

"But you heard him yourself, didn't you! We can't count on that guy." After a brief moment King finally said:

"I think the only one you can't rely on right now is yourself. Come on, let's let Mr. hot head here cool off for a while." King waved his hand for Shark to follow him and both walked out leaving the team leader behind speechless. There wasn't a better way to describe the situation and Axel knew it. He only wished his friend wasn't so right to often.

Later at the garage King bumped into Shark who was polishing his car. Not because it needed to, but because the surfer needed something to keep busy.

"Hey dude, where are you doing, don't tell me you're leaving too," the surfer said worried.

"Nah, just going for a quick drive, things are getting too stuffy in here," the big guy said and hopped on his bike. "Make sure that he doesn't do anything stupid," King added referring to Axel.

"A..alright." Once the sound of King's bike faded away Shark could feel the silence collapse on him and he didn't like it one bit.

**Location: Abandon fuel factory **

Lee guided the group inside the building leaving Lioness tide up in the chopper. Walking into the completely empty factory Paine finally lost it. "What are you trying to pull?! Don't make a fool out of me!" the man growled and grabbed Lee by the collar. The scientist frowned and jerked the arm away. "Your impatience is astonishing, Mr Alexander. First, let me do a little demonstration."

"Fine! Make it quick!"

"Unload the truck!" Lee commanded. After that was done Lee opened one of the containers and took a sample of the material, which wasn't hard seeing it had the same consistency as modeling clay. He split it into two and placed one piece on the ground.

"See caristiam got its name from its charismatic characteristics towards magnetism," Lee explained. "Miss Magness, could you please try and move this with your powers." The girl smirked amused. She lid up and focused on the chunk of carismiam but instead of moving the light red color of the material changed to blood red and exploded causing the girl to fall backwards. Paine helped his daughter up and gave Lee a look. "Exposed to pure magnetism even the littlest amount of the material becomes highly explosive, but there's another quality of it I'm interested in. Miss Magness please put this on and try again" Lee handed her a backpack and placed the second piece where the first had disintegrated. "The device on your back will channel your magnetic powers to the exact frequency." This time the material turned purple and levitated emitting a glow.

"Wow!" Spydah, Flesh and D-Zel said at the same time. Paine lifted a brow unimpressed.

"Great magic show, Lee, but I don't see how it helps us to bring Manning and his team down." Lee smirked.

"Well you see the material on its own is not all I have planned." The scientist pulled out a small remote and pressed a button with it revealing something that was hidden from site all along. A huge metal sphere materialized in the middle of factory. Flesh exclaimed and fell backwards seeing the sphere had been only inches away from him the whole time. "Say hello to the Comet, one of the world's biggest bombs. All the fuel it contains at the moment is enough to level this entire city in less than a second." Hearing this Spydah retreated few steps away. Paine smirked.

"Now that's more what I'm talking about," he said caressing the surface of the sphere. Feeling the cold steal under his fingers he could just picture it all. It really was a fantastic plan. _"A son ending the same way as the father, the irony is uncanny,"_ he thought.

"Hello? Am I supposed to stay like this forever?" Magness spoke out as her arms were starting to get tired. Lee's attention was drawn back to the girl.

"Ah, you don't need to. See that's the beauty of it." Magness breathed out and relaxed and to her surprise the piece stayed in the air. "See the carismiam is the _core_ element to the Comet. All comets come from the sky right?" Lee said with a condescending tone. And when he said core, the scientist wasn't kidding. There was a special opening in the center of the sphere where every single one of the containers fit snug. Lee made final adjustments to the Comet before giving Magness the green light. The factory ceiling opened up like a sun roof allowing the bomb to rise freely. The group observed its ascent closely. Finally, Lee activated the stealth mode and the gargantuan object disappeared out of sight yet again.

"It should reach position soon." Lee smirked to himself. Everything was going exactly as he had planned and now he was finally ready to make his last ultimatum.

To be continued…

…

That's the end of this chapter. I hope you liked it! Please feel free to tell me what you think of it, things that can be improved or whatever is on your mind! THANKS FOR READING!


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